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ANNUAL REPORT 2016 COLLINS FOODS LIMITED ABN 13 151 420 781 Collins Foods Limited For personal use only

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  • ANNUAL REPORT 2016

    COLLINS FOODS LIMITEDABN 13 151 420 781

    Collins Foods Limited

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    2016 has delivered a strong financial result, and we are well-placed to continue to maximise growth opportunities.

    Key dates for 2015-2016Tuesday, 28 June 2016 Full year results released

    Wednesday, 6 July 2016 Final dividend record date

    Wednesday, 13 July 2016 Final dividend payment date

    Thursday, 1 September 2016 2016 Annual General Meeting

    Sunday, 16 October 2016 FY17 half-year end

    Wednesday, 30 November 2016 Half-year results released

    Thursday, 8 December 2016 Interim dividend record date

    Thursday, 15 December 2016 Interim dividend payment date

    Sunday, 30 April 2017 End of FY17

    Contents1 Our financial performance

    3 Our year in review

    4 Chairman’s message

    5 CEO’s report

    8 Directors’ Report

    29 Auditor’s Independence Declaration

    30 Consolidated Income Statement

    31 Consolidated Statement of Comprehensive Income

    32 Consolidated Balance Sheet

    33 Consolidated Statement of Cash Flows

    34 Consolidated Statement of Changes in Equity

    35 Notes to the Consolidated Financial Statements

    69 Directors’ Declaration

    70 Independent Auditor’s Report

    72 Shareholder Information

    73 Corporate Directory

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    (a) Excluding the additional trading week in FY15, revenue up 2.4%.

    3.1%KFC Same Store SalesSame store sales up, to 3.1% (FY15: 4.8%).

    10.7%Underlying EBITDAUnderlying Earnings Before Interest, Tax, Depreciation and Amortisation up, to $74.6m (FY15: $67.4m).

    1.1%Net operating cashflowNet operating cashflow up, to $49.7m (FY15: $49.1m).

    Over the past 12 months Collins Foods Limited has been firmly focused on growing its core business.

    Our financial performance

    FY14

    17.9

    FY15

    24.6

    FY16

    30.1

    Statuatory NPAT ($ million)

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    425.1

    FY15

    571.6

    FY16

    574.3

    Revenue (A$ million)

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    Revenue was up 0.5% compared to the previous corresponding period.(a)

    Underlying NPAT was up 22.3% to $30.1m (FY15: $24.6m).

    Revenue (A$ million)

    Underlying NPAT (A$ million)

    0.5% 22.3%

    381.0%Statutory NPATStatutory NPAT of $29.1m (FY15: Statutory NPAT loss $10.4m).

    21.7%DividendsTotal FY16 fully franked dividends paid up, to 14.0 cps (FY15: 11.5 cps).

    2.0 pointsROCEReturn on Capital Employed up 2.0 points, to 14.9% (FY15: 12.9%).

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    016 We are proud to have opened

    six new KFC restaurants during the year, bringing the total number of all our restaurants in Australia to 205.

    Western Australia KFC (41) Sizzler (4)

    Thailand Sizzler (47)

    China Sizzler (10)

    Northern Territory KFC (4)

    Japan Sizzler (9)

    Queensland KFC (131) Sizzler (15)Snag Stand (3)

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    New South Wales KFC (2) Sizzler (2)Snag Stand (2)

    ACT Snag Stand (1)

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    Our year in reviewWe have continued to build on the momentum of the previous years, delivering good sales growth, increased margins and cash flows and an improvement in our return on capital employed.

    KFCKFC achieved solid growth as a result of good sales growth underpinned by innovative products, disciplined cost management and the strong performance of recent new restaurant acquisitions.

    ´ We invested in new restaurant developments and major remodels to provide customers a contemporary restaurant design for an enhanced dining experience

    – Built six new restaurants

    – Ten major remodels in Queensland and ten in Western Australia

    – Eight minor remodels across the network

    ´ Customers responded to a very successful summer cricket marketing campaign

    ´ Product innovation was key in driving sales growth across the KFC business

    SizzlerWhile Sizzler Australia continues to be managed as non-core to Collins Foods’ strategic growth, the Sizzler Asia business has had a great year with royalty revenues up 14.5% on the prior year and a further six new restaurants built.

    Snag StandSnag Stand continues to establish itself as a unique and innovative offering. A new Stand at Pacific Fair on the Gold Coast was opened late last year reflecting the shift in position of the Brand. This Stand has great customer appeal and has performed well so far.

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    Collins Foods Limited has continued to build on its strengths in 2016, and as a result has delivered another solid financial performance. As the largest KFC franchisee in Australia, it is pleasing that the Group’s flagship business led the way in achieving excellent results throughout the year. In March, the Company also achieved a milestone when it was included in the S&P ASX 300.

    The 2016 performance has resulted from a focus on disciplined management of our restaurants, together with an ongoing implementation of measures designed to optimise efficiencies.

    Overall, the Group reported a statutory Net Profit After Tax of $29.1m; an increase of 381% on the previous year. The Group’s revenue increased by 0.5% to $574.3m driven by same store sales growth and new restaurant openings.

    The performance of the Western Australia and Northern Territory KFC restaurants acquired in 2014 continued to improve during 2016 with profits from this business reinvested into our restaurants to fund ongoing growth.

    On the back of this pleasing financial performance, the Company has paid shareholders a final dividend of 8 cents per share, bringing the full year dividend to 14 cents per share. The final dividend was paid on 13 July 2016. This 2016 dividend is in line with the Board’s commitment to pay out 50% of the full year profits, excluding those of KFC Western Australia and Northern Territory.

    The Group’s focus on delivering value and innovation to our customers has been key to the success of our KFC business in the face of stiff competition and evolving consumer tastes and preferences.

    Collins Foods will pursue growth opportunities in the current year as evidenced by our agreement to acquire 13 KFC restaurants around the New South Wales and Victorian border after the end of the 2016 financial year. This acquisition strengthens the Group’s national footprint and consolidates our position as the largest KFC franchisee in Australia.

    The Sizzler Australia business is managed as a non-core part of the business with no further growth capital to be allocated. Despite this, the business continues to deliver positive EBITDA for the Group.

    The Snag Stand business model continues to evolve and we have taken the Brand under the guidance of Collins Foods’ management by buying the remaining 50% of Snag Stand.

    OutlookThe Group is excited and optimistic about the opportunities that will emerge during the coming financial year and will continue to invest in the KFC business.

    An ongoing focus on value and innovation which meets the evolving demands of our customers will be critical to our success. The Group’s growth will be secured by a focus on disciplined operational management of our restaurants, in addition to our commitment to continuously improving efficiencies.

    In closing, I would like to thank my fellow Directors for their professionalism, experienced counsel and input throughout the year. On behalf of the Board, thanks must also go to our experienced management team led by Managing Director and CEO Graham Maxwell for their dedicated pursuit of improved performance across all of our businesses. Finally, I would also like to thank our talented employees, whose numbers have grown to more than 9,000 Australia wide throughout the Collins Foods business, for their tremendous dedication and effort to their respective brands in helping to deliver these excellent results.

    Robert Kaye SC Independent Non-executive Chairman

    Chairman’s messageF

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    Collins Foods Limited delivered another strong performance in 2016. This performance builds upon the momentum of previous years, delivering good sales growth, increased margins and cashflow with improvement to our return on capital employed.

    Throughout the year, we continued to focus on maximising operational performance, building a strong platform for growth and strengthening resilience within the business.

    Growth of the KFC businessCollins Foods continues to pursue growth opportunities across Australia. The decision to acquire 13 KFC restaurants in the New South Wales/Victorian border area underscores our ambition and positions the Group for further growth in these Australian states. At completion, our KFC restaurant count in Australia will be 191.

    Financial performanceThe strong business performance, against a challenging economic background, delivered Net Profit After Tax of $29.1m. Underlying Net Profit After Tax increased by 22.3% to $30.1m compared to the prior year.

    Revenue for the year increased 0.5% over the prior year (the prior year was a 53 week year) with underlying EBITDA for the Group increasing by 10.7% to $74.6m. Underlying EBIT increased 16.0% to $52.4m.

    Overall, the Group generated net operating cash flows of $49.7m, an increase of $0.5m on the prior year. This enabled net debt to be reduced by $10.3m to $112.5m, and improved the Group’s net leverage ratio (net debt to EBITDA) from 1.83 to 1.52 at the end of the year. Return on capital employed increased 2.0 percentage points to 14.9%.

    During the past year, the Group refinanced its existing syndicated debt facilities. The existing facilities of $165m were extended to $200m, with $65m (fully drawn) having a term to 31 October 2018 and two facilities totalling $135m (drawn to $100m) having a term to 31 October 2020. The debt facilities will support the ongoing expansion of the business and assist in achieving long term sustainable earnings growth.

    Operational performanceKFCKFC had a strong year, delivering overall revenue growth of 3.8% to $501.6m (the prior year was a 53 week year) and same store sales growth of 3.1%. Sales growth was underpinned to a large extent through providing our customers with craveable and innovative products while at the same time offering great value.

    Overall EBITDA increased by 10.1% to $81.9m. This improvement of EBITDA margin reflects our ongoing focus on disciplined operational management.

    During the financial period we continued to develop our network of KFC restaurants with a further six new restaurants being built – three in Queensland and three in Western Australia. We are committed to investing in our existing restaurants to ensure they meet the evolving needs of our customers and as such undertook 20 major remodels across the network (with an additional eight minor remodels).

    We continued to focus on providing our customers with great experiences and products, delivered in a contemporary and welcoming environment. Ongoing focus on improving the speed of the drive-through and the increasing use of digital menu boards in our existing restaurants is also adding to the overall customer experience.

    The brand is increasing its presence on social media, using this platform for engaging with our younger customers to ensure that the brand remains relevant and in touch with their ever changing and fast paced lives.

    SizzlerSizzler Australia continues to be managed as a non-core business. While sales were down on the prior year as a result of same store sales decline and the closure of four restaurants, EBITDA was maintained compared to the prior year.

    Sizzler Asia had a strong year with royalty growth increasing 14.5% over the prior year. A further six new restaurants were built, with five in Thailand and one in Japan. The overall number of Sizzler restaurants across Thailand, China and Japan now stands at 65. There are plans to build a further six new restaurants across Asia during the current financial year.

    Snag Stand Snag Stand is establishing itself as a unique and innovative offering in the competitive fast casual environment. During the year we opened a new Snag Stand at Pacific Fair on the Gold Coast. This new Stand reflects the refined direction of the brand, has high customer appeal and has performed well to date. During the year we closed two Stands in Melbourne that did not reflect this new brand positioning. The Group now operates five Company owned Stands and one franchised Stand across Australia.

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    Health & SafetyCollins Foods is absolutely committed to providing a safe and healthy workplace across all of our operations and operating companies. We take our goal of zero harm to our employees, contractors and third party providers seriously and are committed to working with our employees to ensure that we continuously improve operational safety. Furthermore, we are equally committed to ensuring that our customers are never placed in any harm.

    Charitable supportAs a Group, Collins Foods is committed to our continued support of charitable and community organisations. In 2016, through our Workplace Giving program we were able to donate almost $500,000 to the five charities we support. Of this figure employee donations totalled more than $290,000 with the remainder comprising customer donations of approximately $100,000 which was matched by Collins Foods.

    During the same period, Collins Foods also contributed more than $80,000 to World Hunger, raised through in restaurant customer donations and staff fundraising initiatives. As a Group, we also supported other sporting and community groups, such as Queensland Cricket, the Hear & Say Centre and Child Protection Week.

    ConclusionCollins Foods will continue to pursue growth opportunities across Australia. The decision to acquire 13 KFC restaurants in New South Wales/Victoria reflects this intent. In addition, we will grow the KFC business organically through existing store sales growth and building new restaurants. We will also explore any further acquisition opportunities that meet Collins Foods’ strategic criteria.

    We will remain focused on maximising operational performance, building a strong platform for growth and strengthening resilience within the business.

    In closing, a big thank you to all of our employees across our restaurants and Support Centre for their dedication and commitment to making Collins Foods a great company. I look forward to another exciting year ahead as we focus on our key business priorities.

    Graham Maxwell Managing Director & CEO

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    Collins Foods LimitedACN 151 420 781

    Financial report For the reporting period ended 1 May 2016

    Contents08 Directors’ Report

    15 Letter to Shareholders

    16 Remuneration Report

    29 Auditor’s Independence Declaration

    30 Consolidated Income Statement

    31 Consolidated Statement of Comprehensive Income

    32 Consolidated Balance Sheet

    33 Consolidated Statement of Cash Flows

    34 Consolidated Statement of Changes in Equity

    35 Notes to the Consolidated Financial Statements

    35 A/ Financial overview

    35 A1/ Segment information

    36 A2/ Revenue and other income

    37 A3/ Expenses

    38 B/ Cash management

    38 B1/ Cash and cash equivalents

    39 B2/ Borrowings

    39 B3/ Ratios

    40 B4/ Dividends

    41 C/ Financial Risk Management

    41 C1/ Financial risk management

    44 C2/ Recognised fair value measurements

    45 C3/ Derivative Financial Instruments

    47 D/ Reward and Recognition

    47 D1/ Key management personnel

    47 D2/ Share based payments

    48 D3/ Contributed equity

    49 E/ Related parties

    49 E1/ Investments accounted for using the equity method

    49 E2/ Related party transactions

    50 F/ Other information

    50 F1/ Commitments for expenditure

    51 F2/ Earnings per share

    51 F3/ Receivables

    52 F4/ Property, plant and equipment

    54 F5/ Intangible assets

    57 F6/ Trade and other payables

    57 F7/ Provisions

    58 F8/ Reserves

    59 F9/ Tax

    61 F10/ Auditors remuneration

    61 F11/ Contingencies

    62 G/ Group structure

    62 G1/ Subsidiaries and Deed of Cross Guarantee

    65 G2/ Parent entity financial information

    66 H/ Basis of preparation and other accounting policies

    66 H1/ Basis of preparation

    67 H2/ Other Accounting policies

    68 I/ Subsequent events

    68 I1/ Acquisition of 13 KFC restaurants

    68 I2/ Acquisition of Snag Stand

    69 Director’s Declaration

    70 Independent Auditor’s Report

    72 Shareholder Information

    73 Corporate Directory

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    Directors’ Report

    Your Directors present their report on the consolidated entity (referred to hereafter as the Group) consisting of Collins Foods Limited (the Company) and the entities it controlled at the end of, or during, the period ended 1 May 2016.

    DirectorsThe names of the Directors of the Company during or since the end of the financial period are as follows:

    Name Date of appointment

    Robert Kaye SC 7 October 2014

    Graham Maxwell 25 March 2015

    Kevin William Joseph Perkins 15 July 2011

    Bronwyn Kay Morris 10 June 2011

    Newman Gerard Manion 10 June 2011

    Russell Keith Tate 10 June 2011

    Principal activitiesDuring the period, the principal activity of the Group was the operation, management and administration of restaurants. The Group operates in Australia and Asia (predominantly in Thailand, Japan and China). There were no significant changes in the nature of the Group’s activities during the period.

    Operating and financial reviewGROUP OVERVIEWThe Group’s business is the operation, management and administration of restaurants, currently comprising three restaurant brands, KFC Restaurants, Sizzler Restaurants and Snag Stand joint venture outlets.

    At the end of the period, the Group operated 177 franchised KFC restaurants in Queensland, northern New South Wales, Western Australia and Northern Territory which compete in the Quick Service Restaurant market. The Group owns and operates 22 Sizzler restaurants in Australia, which operate in the casual dining restaurant market. It is also a franchisor of the Sizzler brand in South East Asia, with 65 franchised stores predominantly in Thailand, but also in China and Japan. Snag Stand operates five corporate owned outlets and one franchised outlet.

    The KFC brand is owned globally by Yum! and is one of the world’s largest restaurant chains. The Group is the largest franchisee of KFC restaurants in Australia.

    In the casual dining market in which it operates, Sizzler competes with other casual dining concepts as well as taverns and clubs, fast food and home cooking. Sizzler is a small to modest sized market participant.

    Snag Stand is a small early stage company competing in the fast casual dining market. Other operators in the fast casual dining market include Grill’d Burgers and Guzman Y Gomez.

    GROUP FINANCIAL PERFORMANCEKey statutory financial metrics in respect of the current financial period and the prior financial period are summarised in the following table:

    Statutory financial metrics 2016 (1) 2015 (1) Change

    Total revenue ($m) 574.3 571.6 0.5%

    Earnings before interest, tax, depreciation, amortisation and impairment (EBITDA) ($m) 74.3 67.4 10.2%

    Earnings before interest and tax (EBIT) ($m) 50.8 6.8 642%

    Profit/(loss) before related income tax expense ($m) 42.2 (2.5) 1788%

    Income tax (expense) ($m) (13.1) (7.9) 65%

    Net profit/(loss) attributable to members (NPAT) ($m) 29.1 (10.4) 381%

    Earnings per share (EPS) basic (cents per share) 31.31 (11.14) 381%

    Total dividends paid/payable in relation to financial period (cents per share) (2) 14.0 11.5 21.7%

    Net assets ($m) 189.7 171.3 10.7%

    Net operating cash flow ($m) 49.7 49.1 1.1%(1) The financial period ended 1 May 2016 was a 52 week period whilst the financial period ended 3 May 2015 was a 53 week period.(2) Dividends paid/payable is inclusive of dividends declared since the end of the relevant reporting period.

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    The Group’s total revenues increased by 0.5% to $574.3m mainly due to strong like-for-like sales growth and new restaurant openings across the KFC business. Excluding the additional trading week in the prior year (2015 was a 53 week year), total revenues were up by 2.4%.

    This increase in total revenues combined with the continued good business controls flowed through to significantly increased EBITDA for the year of $74.6m, up 10.7% on prior year and improved net operating cash flow of $49.7m, up 1.1%.

    Statutory EBITDA, EBIT, NPAT and EPS were impacted by significant items relating to Sizzler Australia totalling $1.6m pre-tax. Of these items, there were non-cash pre-tax impairment charges of $2.0m and a non-cash onerous lease provision of $1.3m mitigated by a cash gain on the sale of property of $1.7m.

    Net assets at the Balance Sheet date were $189.7m, up from $171.3m as at 3 May 2015. Net debt was $112.5m at the Balance Sheet date, down from $122.8m as at 3 May 2015.

    Underlying financial metrics excluding significant items which occurred in the current period are summarised as follows:

    Underlying financial metrics 2016 2015 Change

    Total revenue ($m) 574.3 571.6 0.5%

    Earnings before interest, tax, depreciation, amortisation and impairment (adjusted EBITDA) ($m) 74.6 67.4 10.7%

    Net profit attributable to members (NPAT) ($m) 30.1 24.6 22.3%

    Earnings per share (EPS) basic (cents) 32.3 26.4 22.3%

    The notable increase in the underlying financial metrics shown above is a reflection of the strong sales growth and good cost controls referred to above. These are discussed further in the review of underlying operations below.

    Review of underlying operationsKFC RESTAURANTSThere has been a good overall performance across the KFC business.

    Revenues in KFC were up 3.8% on the prior corresponding period to $501.6m, driven by increased restaurant numbers as well as good same store sales growth.

    Strong product promotions including another successful summer cricket campaign, great value offers and innovative new products and packaging all combined to drive increased traffic into our stores. More sophisticated use of social and digital media channels are keeping brand awareness and customer engagement high, and will also deliver increased value over time.

    KFC adjusted EBITDA was up $7.5m (+10.1%) on the previous corresponding period. Higher profit margins (+92bps) were achieved due to continued improvements in labour productivity and other efficiency measures which mitigated the impact of increases in key input costs, principally labour rates, and the ongoing challenge of a very competitive trading environment.

    In order to keep the brand awareness and perception high, KFC invested circa $30m in new restaurants, refurbishment and systems capital. This supports ongoing growth as it keeps the restaurants looking contemporary and inviting for our customers and enables KFC to meet its restaurant refurbishment obligations with Yum!

    SIZZLER RESTAURANTSRevenues in Sizzler were down 17.9% on the prior corresponding period to $72.6m, with same store sales in Australia declining 11.4%.

    The retail conditions in the casual dining space remain highly competitive. With the brand no longer considered core to strategic growth of the Group, no growth capital was allocated to this part of the business. During the year, four restaurants were closed in Australia. On an underlying basis, Sizzler EBITDA was up $0.8m (18.8%) on the previous corresponding period, due in part to excellent ongoing focus on cost management, enabling margins to be held despite the declining sales.

    Sizzler franchise operations in Asia contributed an increase of $0.4m to this result over the prior corresponding period driven by increased royalty revenue. During the period, there was one restaurant closed in Japan. There were six new restaurant openings in the period, five of which were in Thailand and one in Japan.

    SNAG STANDThe focus of the joint venture management team has been on continuing the development and refinement of the Snag Stand concept. During the period, a new Snag Stand was opened at Pacific Fair, Gold Coast that incorporated new brand elements which reflect the latest thinking on the revised brand positioning. The Stand opened well and has been trading well since its opening.

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    Strategy and future performanceGROUPThe medium term strategy is to consolidate the KFC New South Wales and Victoria acquisition announced on 19 May 2016, continue to further build economies of scale and grow the Group’s returns to enhance shareholder value. This could be through further KFC expansion opportunities in other states and territories or the acquisition or development of other operations in the retail food and restaurant industry sector.

    KFC RESTAURANTSKFC expects the retail environment to remain competitive with more moderate sales growth and upward pressure on input costs continuing, making it challenging to maintain existing margins. Future focus will be top line growth through strong product offerings and enhanced in-store customer experience, and opening of new stores in conjunction with disciplined cost control driving improved returns.

    SIZZLER RESTAURANTSSales trends in Sizzler Australia are expected to remain challenging, with same store sales growth in negative territory. However with disciplined cost control we expect to mitigate the impact of this decline on profitability. The Sizzler Australia business continues to be managed as no longer core to strategic growth in Australia. No further growth capital was invested in this business. The ongoing performance of the business continues to be closely monitored and appropriate action will be taken as and when necessary.

    In relation to its Asian operations, Sizzler’s strategy is to continue to expand the number of franchised site locations with up to six new restaurants anticipated to be opened during the next financial year.

    SNAG STANDOur investment in the start-up company Snag Stand provides an opportunity to invest in an innovative concept in the fast casual dining sector. The Snag Stand Group has been focused on improving operational performance in existing outlets as well as developing a pipeline for growth. The business operating model is being further refined with a focus on brand development, new store growth and operations efficiency.

    MATERIAL RISKSThe material risks faced by the Group that have the potential to have an effect on the financial prospects of the Group, disclosed above, and how the Group manages these risks, include:

    ´ Reduction in consumer demand – given our reliance on consumer discretionary spending, adverse changes to the general economic landscape in Australia or consumer sentiment for our products could impact our financial results. We address this risk through keeping abreast of economic and consumer data/research, innovative product development, broadening of the menu offering (i.e. to include grilled product offerings) and brand building;

    ´ Supply chain disruption – disruption to the supply chain could impact on our ability to operate restaurants. We address this risk through use of multiple suppliers where possible with a diverse geographic base with multiple distribution routes;

    ´ Negative change to relationship with Yum! – given our obligations to Yum! through our Master Franchise Agreement and Facilities Action Deed, a negative change in the relationship could impact significantly our ability to open planned new stores, manage the cost of new store builds and refurbishments, and implement other growth and operational changes. We address this risk through maintaining a close working relationship with Yum!, having our team members sit on relevant KFC advisory groups and committees and monitoring compliance with obligations;

    ´ Safety – given we employ people to run and operate restaurants that provide food products to the public, a health or safety incident in our operations or health incident of a supplier or involving the input products we use, could impact our financial results. We address this risk through robust internal food safety and sanitation practices and occupational health and safety practices, audit programs, customer complaint processes, supplier partner selection protocols and communication policy and protocols;

    ´ Failure of growth drivers – given that a number of growth drivers continue to be at development stage, failure of these drivers to produce expected results could impact our financial performance. We address this risk through having an experienced management team, robust project management processes involving trials and staged rollouts and regular strategic reviews; and

    ´ Margin risk – given the highly competitive environment of the industry and high reliance on labour, produce, food and energy inputs, increases in the costs of these inputs could impact our financial results. We address this risk through brand building initiatives, keeping abreast of legislative changes, maintaining long term supplier relationships, group supply arrangements with Yum!, productivity and service flow initiatives, flexibility of operations and open communication with labour unions.

    Directors’ ReportF

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    DIVIDENDSDividends paid to members during the financial period were as follows:

    Cents per share

    Total amount $000

    Franked/Unfranked

    Date of payment

    Final ordinary dividend for the financial period ended 3 May 2015 6.5 6,045 Franked 23 July 2015

    Interim ordinary dividend for the financial period ended 18 October 2015 6.0 5,580 Franked

    23 December 2015

    Total 12.5 11,625

    In addition to the above dividends, since the end of the financial period, the Directors of the Company have declared the payment of a fully franked final dividend of 8.0 cents per ordinary share ($7.4m) to be paid on 13 July 2016 (refer to Note B4 of the Financial Report).

    SIGNIFICANT CHANGES IN THE STATE OF AFFAIRSIn the opinion of the Directors, there were no significant changes in the state of affairs of the Group that occurred during the financial period under review.

    MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL PERIODOn 19 May 2016 the Group entered into a binding agreement to acquire 13 KFC restaurants located around the New South Wales and Victorian border. The details of this agreement are referred to in Note I1 Subsequent Events, of the Consolidated Financial Statements.

    On 15 June 2016 the Group acquired the remaining 50% share of Snag Holdings Pty Ltd for a nominal sum to take full ownership.

    LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONSThe Group will continue to pursue the increase of profitability of its major business segments during the next financial period. Additional comments on expected results of operations of the Group are included in the review of operations section of this Report.

    ENVIRONMENTAL REGULATIONSThe Group is subject to environmental regulation in respect of the operation of its restaurant sites. To the best of the Directors’ knowledge, the Group complies with its obligations under environmental regulations and holds all licences required to undertake its business activities.

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    Information on DirectorsDirector Experience, qualifications and directorships Special responsibilities

    Robert Kaye SC Robert is the Independent, Non-executive Chairman. He is also Chairman of ASX listed Spicers Limited and a Non-executive Director of ASX listed Magontec Limited and UGL Limited.

    In 1978, Robert was admitted to legal practice and prior to this, was employed as a solicitor at Allen Allen & Hemsley Solicitors. Thereafter, he pursued his legal career at the NSW Bar and was appointed Senior Counsel in 2003, practising in commercial law. He has been extensively involved in an array of commercial matters both advisory and litigious in nature and served on a number of NSW Bar Association committees including the Professional Conduct Committee.

    Other listed entity directorships – current or held within last three years

    Spicers Limited (2012 – current) Magontec Limited (2013 – current) UGL Limited (2015 – current)

    Independent Non-executive Chair

    Audit and Risk Committee Member

    Remuneration and Nomination Committee Member

    Graham Maxwell Graham is an experienced senior executive of corporate and franchise businesses, predominantly in fast moving consumer goods and fast foods, both in Australia and internationally. He is a commercially astute management professional with proven success in leveraging and growing businesses through their brands. Prior to his current role, Graham spent over six years working for Yum! Brands in a number of capacities. His last position with Yum! Brands was as Managing Director for KFC Southern Africa.

    Other listed entity directorships – current or held within last three years

    None other than Collins Foods Limited.

    Managing Director & CEO

    Kevin Perkins Kevin is a highly experienced executive in the Quick Service Restaurant (QSR) and casual dining segments of the Australian restaurant industry. He has had more than 31 years’ experience with the Collins Foods Group, having overseen its growth both domestically and overseas over that time.

    Kevin is the Non-executive Chairman of Sizzler USA Acquisition, Inc. He holds approximately 55% of the common stock in Sizzler USA Acquisition, Inc.

    Sizzler USA Acquisition, Inc operates or franchises Sizzler restaurants across the United States and Puerto Rico. The operations of Collins Foods and Sizzler USA Acquisition, Inc are separate.

    Other listed entity directorships – current or held within last three years

    None other than Collins Foods Limited.

    Executive Director

    Directors’ ReportF

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    Director Experience, qualifications and directorships Special responsibilities

    Newman Manion Newman has over 31 years’ experience in the food franchise industry, including various roles with Yum! (Franchisor of KFC) since 1982. Previously, Newman served as a Board member for KFC Japan (from 2005 to 2008), General Manager of KFC operations in Australia and New Zealand (from 1995 to 2004), Development Director of PepsiCo restaurants (including KFC) in Australia (from 1990 to 1995) and General Manager of KFC New Zealand (from 1988 to 1990).

    Most recently Newman was Vice-President, Operations for Yum!’s Asian franchise business (from 2004 until 2010). Newman was previously appointed as a Director of each of the Snag Stand group entities, however, since this business became 100% owned by Collins Foods Group, his oversight role is no longer required. Accordingly, Newman has resigned as a Director of each of the Snag Stand group entities.

    Other listed entity directorships – current or held within last three years

    None other than Collins Foods Limited.

    Independent Non-executive Director

    Remuneration and Nomination Committee Chair

    Audit and Risk Committee Member

    Bronwyn Morris B. Com, FCA, FAICD

    Bronwyn is a Chartered Accountant with over 21 years’ experience in accounting, audit and corporate services. A former partner of KPMG, Bronwyn worked with that firm and its predecessor firms in Brisbane, London and the Gold Coast. For nearly 20 years, Bronwyn has been a full-time Non-executive Director and has served on the Boards of a broad range of companies, including Queensland Rail Limited, Stanwell Corporation Limited, Spotless Group Limited, QIC Limited, Gold Coast 2018 Commonwealth Games Bid Limited and Colorado Group Limited and is a former Councillor of Bond University.

    She currently serves as Chair of, or a member of, the Audit and Risk Committees with respect to a number of her Board roles. Bronwyn is a Director of ASX listed Watpac Limited, Royal Automobile Club of Queensland Limited (since 2008), RACQ Insurance Limited (since 2014), LGIA Super (since 2013, Chair since 2014) and Care Australia (since 2007).

    Other listed entity directorships – current or held within last three years

    Spotless Group Limited (2007 to 2012) Watpac Limited (2015 – current)

    Independent Non-executive Director

    Audit and Risk Committee Chair

    Remuneration and Nomination Committee Member

    Russell Tate B. Com (Econ.)

    Russell has over 35 years’ experience in senior executive and consulting roles in marketing and media. He was CEO of ASX listed STW Group Limited, Australia’s largest marketing communications group, from 1997 to 2006, Executive Chairman from 2006 to 2008, and Deputy Chairman (Non-executive) from 2008 to 2011. He was Chairman (Non-executive) of Collins Foods Limited from its listing in 2011 until March 2015, and has remained Executive Chairman of ASX listed Macquarie Radio Network Limited, now Macquarie Media Limited, since 2009. He is currently a Director of One Big Switch Pty Ltd (since 2012), and a Director of digital marketing company ROKT Pty Ltd (since 2016).

    Other listed entity directorships – current or held within last three years

    Macquarie Media Limited (Executive Chairman, since 2009)

    Independent Non-executive Director

    Audit and Risk Committee Member

    Remuneration and Nomination Committee Member

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    The relevant interest of each Director in the share capital issued by the Company, at the date of this report is as follows:

    NameOrdinary

    sharesPerformance

    Rights

    Robert Kaye SC 10,000 –

    Graham Maxwell – 448,389

    Kevin Perkins 7,340,833 103,859

    Newman Manion 20,001 –

    Bronwyn Morris 5,001 –

    Russell Tate 20,001 –

    COMPANY SECRETARYFrances Finucan LLB (Hons), BA (Modern Asian Studies), Grad Dip ACG, AGIA, MQLS, GAICD

    The Company Secretary is Frances Finucan who was appointed to the role on 17 July 2013. Frances has over 14 years’ experience in legal, commercial and corporate governance working in legal, regulatory and company secretarial roles in Australia.

    MEETINGS OF DIRECTORSThe number of meetings of the Company’s Board of Directors and of each Board Committee held during the period ended 1 May 2016, and the number of meetings attended by each Director, were:

    FULL MEETINGS OF DIRECTORS AUDIT AND RISK COMMITTEEREMUNERATION AND

    NOMINATION COMMITTEE

    Number of meetings (1) Meetings attended

    Number of meetings (1) Meetings attended

    Number of meetings (1) Meetings attended

    Robert Kaye SC 10 10 7 7 5 5

    Graham Maxwell 10 9** * * * *

    Kevin Perkins 10 10 * * * *

    Newman Manion 10 10 7 7 5 5

    Bronwyn Morris 10 9 7 7 5 4

    Russell Tate 10 9 7 4 5 5

    (1) Number of meetings represents the number of meetings held during the time the Director held office or membership of a Committee during the period.* Not a member of the relevant Committee.** Did not attend or participate due to conflict of interest.

    Directors’ ReportF

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    Remuneration ReportThis Remuneration Report sets out remuneration information for the Group’s Non-executive Directors, Executive Directors and other Key Management Personnel (KMP) in accordance with the requirements of the Corporations Act 2001 and its regulations. The information provided in this Remuneration Report has been audited as required by section 308(3C) of the Corporations Act 2001.

    At its 2013 Annual General Meeting, shareholders approved the introduction of the Collins Foods Limited Executive and Employee Incentive Plan (LTIP).

    This report contains the following sections:

    1 Key Management Personnel disclosed in this report.

    2 Remuneration governance.

    3 Most recent AGM – remuneration report comments and voting.

    4 Non-executive Director remuneration.

    5 Executive remuneration principles and strategy.

    6 Remuneration structure and performance/shareholder wealth creation.

    7 Details of Key Management Personnel remuneration.

    8 Key Management Personnel service agreements.

    9 Details of share based compensation.

    10 Equity instruments held by Key Management Personnel.

    11 Loans to Key Management Personnel.

    12 Other transactions with Key Management Personnel.

    1 Key Management Personnel disclosed in this report

    KMP are those persons having authority and responsibility for planning, directing and controlling activities of the Group, including any Director of the Group.

    KMP of the Group for the financial period are as follows:

    Name Position

    Robert Kaye SC Independent Non-executive Chairman (appointed as Director on 7 October 2014)

    Graham Maxwell Managing Director & CEO (appointed as a Director on 25 March 2015)

    Kevin Perkins Executive Director

    Newman Manion Independent Non-executive Director

    Bronwyn Morris Independent Non-executive Director

    Russell Tate Independent Non-executive Director

    Martin Clarke CEO – KFC

    Nigel Williams Group Chief Financial Officer

    Details and disclosures relating to KMPs who held office in the prior financial period have been included in this report as required.

    2 Remuneration governanceThe Board has charged its Remuneration and Nomination Committee with responsibility for reviewing and monitoring key remuneration policies and practices of the Group and making recommendations to the Board.

    More specifically, the Committee is responsible for making recommendations to the Board on:

    ´ the Group’s remunerations principles, framework and policy for senior executives and Directors;

    ´ remuneration levels of senior management executives and Executive Directors;

    ´ the operation of incentives plans and other employee benefit programs which apply to senior executives; and

    ´ remuneration for Non-executive Directors.

    The Remuneration and Nomination Committee operates in accordance with its Charter, a copy of which is available on the Company’s website.

    In carrying out its responsibilities, the Committee is authorised to obtain external professional advice as it determines necessary.

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    3 Most recent AGM – Remuneration Report comments and voting

    At the most recent Annual General Meeting in 2015, 96.96% of votes cast at the meeting in favour of the adoption of the Remuneration Report.

    4 Non-executive Director remuneration

    The remuneration for Non-executive Directors is set, taking into consideration factors including:

    ´ the level of fees paid to Board members of other publicly listed Australian companies of similar size;

    ´ operational and regulatory complexity; and

    ´ the responsibilities and workload requirements of each Board member.

    Non-executive Directors’ remuneration comprises the following components:

    ´ Board and Committee Fees; and

    ´ superannuation (compulsory contributions).

    Board fees are structured by having regard to the responsibilities of each position within the Board. Board Committee fees are structured to recognise the differing responsibilities and workload associated with each Committee and the additional responsibilities of each Committee Chairman.

    The Company’s Constitution allows for additional payments to be made to Directors where extra or special services are provided. An additional payment of $30,000 was made to Newman Manion by the Group in recognition of additional responsibilities performed in relation to overseeing the Group’s investment in the Snag Stand group entities. This additional payment made to Newman Manion is not in relation to his role as a Director of the Company and as such, is not additional Director’s fees. Following the end of the reporting period, the Company has increased its investment in Snag Stand to 100%. As a result of the Snag Stand group entities becoming wholly owned subsidiaries of the Company, the ongoing additional responsibilities previously held by Newman Manion in relation to overseeing the Group’s investment in the Snag Stand group entities have ceased.

    Non-executive Directors do not receive any performance or incentive-based pay. However, to promote further alignment with shareholders, the Non-executive Directors are encouraged to hold shares in the Company that are purchased on marked and of their own accord.

    Directors’ shareholdings in the Company are outlined in Section 10 of this report.

    Non-executive Directors’ fees and payments are reviewed annually by the Board. Non-executive Directors’ fees are determined within an aggregate limit (including superannuation contributions). In accordance with the Company’s Constitution, an initial limit was set by the Board on 15 July 2011 in the amount of $700,000. There were no changes made during the reporting period in relation to Non-executive Directors’ fees.

    The following annual fees (excluding superannuation) have applied.

    Position2016

    $

    Base fees

    Chair (including all Committee memberships) 180,000

    Other Non-executive Directors 85,000

    Additional fees

    Audit and Risk Committee, Chair 15,000

    Audit and Risk Committee, Member 5,000

    Remuneration and Nomination Committee, Chair 10,000

    Remuneration and Nomination Committee, Member 5,000

    5 Executive remuneration principles and strategy

    The performance of the Group is contingent upon the calibre of its Directors and executives. The Group’s remuneration framework is based upon the following key principles:

    ´ a policy that enables the Company to attract and retain valued Directors and executives who create value for shareholders;

    ´ motivating executives and Executive Directors to pursue long term growth and success of the Group, aligned with shareholder’s interests;

    ´ demonstrating a clear relationship between performance and remuneration;

    ´ regard to prevailing market conditions;

    ´ reflective of short term and long term performance objectives appropriate to the Company’s circumstances and goals;

    ´ transparency; and

    ´ fairness and acceptability to shareholders.

    The remuneration for executives is structured, taking into consideration the following factors:

    ´ the Group’s remuneration principles;

    ´ the level and structure of remuneration paid to executives of other publicly listed Australian companies of similar size;

    ´ the position and responsibilities of each executive; and

    ´ appropriate benchmarks and targets to reward executives for Group and individual performance.F

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    The executive remuneration framework components and their links to performance outcomes are outlined below:

    Remuneration component Vehicle Purpose Link to performance

    Fixed remuneration Base pay and benefits including superannuation

    To provide competitive fixed remuneration set with reference to position and responsibilities in the context of the market

    Group and individual performance assessments are considered in an annual remuneration review

    Short Term Incentive Plan (STIP)

    Cash bonus payment Rewards executives for their contribution to the achievement of Group and/or divisional outcomes

    EBITDA targets must be met in order for bonus to be paid

    Long Term Incentive Plan (LTIP) (approved by shareholders at the 2013 Annual General Meeting)

    Awards in the form of performance rights

    Rewards executives for their contribution to the creation of shareholder value over the longer term

    Earnings per share (EPS) targets over three year period must be met in order for rights to vest

    The Group’s aim is to reward executives with an appropriate level and mix of remuneration to attract, retain and motivate them to build long term value for the Group and its shareholders.

    The introduction of the LTIP has changed the remuneration mix for KMP, resulting in a proportion of an executive’s target pay being at risk.

    The effect of the introduction of the LTIP is that a percentage of the executive’s remuneration is ‘at risk’ and directly linked to Group performance in both the short and longer term.

    FIXED REMUNERATIONFixed remuneration consists of base salary, superannuation contributions and other benefits. Other benefits include non-cash benefits such as employee health insurance costs paid by the Group and car and other allowances. The Group pays fringe benefits tax on these benefits where required.

    Fixed remuneration for executives is reviewed annually and on promotion, and is benchmarked against market data for comparable roles in the market. There is no guaranteed increase to base pay included in any executive’s contract.

    VARIABLE REMUNERATIONShort term incentives

    Incentives under the Group’s STIP are at risk components of remuneration for executives provided in the form of cash.

    The STIP entitles executives to earn an annual cash reward payment if predefined targets are achieved. The level of the incentive is set with reference to the accountabilities of the executive’s role and their ability to impact Group performance.

    For the Managing Director & CEO the target Short Term Incentive (STI) opportunity percentage is 50% of base salary. For other executive KMP, the average target STI opportunity percentage is approximately 50% of base salary.

    For the period covered by this report, the primary key performance indicator common to all participants was EBITDA. The benchmark EBITDA level at which the target STI opportunity would become payable was 101% of the annual Group budgeted EBITDA (prior to allowing for any payments under the STIP). A proportion of target incentives would become payable on a sliding scale for achievement above a minimum EBITDA level up to a maximum EBITDA level. At the minimum EBITDA level of 101% of the annual Group Budgeted EBITDA, 15% of target STI opportunity would be payable. At the maximum EBITDA level of 110% of the annual Group Budgeted EBITDA, 150% of target STI opportunity would be payable.

    The EBITDA benchmarks were set with reference to the annual Group Budgeted EBITDA for the year ended 1 May 2016.

    The Group’s financial performance for the financial period ended 1 May 2016 resulted in all Executive Directors and KMP being eligible for a STI payment, refer details of KMP remuneration below.

    Incentive levels and performance targets are reviewed and determined annually by the Board on the advice of the Remuneration and Nomination Committee.

    Directors’ Report

    Remuneration Report (continued)

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    Long term incentives

    At the Company’s 2013 Annual General Meeting, shareholders approved the introduction of the LTIP. A summary of the LTIP approved by shareholders appears below.

    LTIP SUMMARY

    Why was the LTIP introduced? To ensure the Group’s remuneration framework is aligned with both the Group’s business strategy and the long term interests of shareholders.

    Who participates in the LTIP? The initial participants in the plan are KMP and other select senior executives.

    What form are the LTIP awards? Awards are granted in the form of performance rights, which comprise rights to acquire ordinary shares in the Company for nil consideration, subject to achievement of predetermined Vesting Conditions.

    What quantum of awards will participants receive under the LTIP?

    A guiding principle for the initial grant is for awards to generally equate to 30% to 40% of a participant’s target STI opportunity.

    When are the grants made? Performance rights are granted annually at the sole discretion of the Board, with grants of awards made as soon as practicable following the Company’s Annual General Meeting.

    When do the performance rights vest? LTIP performance rights vest three years following the date of grant, subject to achievement of EPS targets. For the FY16 grant, performance will be tested following determination of the basic EPS for the financial period ending 28 April 2019, compared to the basic EPS for the financial period ended 1 May 2016.

    How is EPS measured? EPS will be measured on an absolute basis, calculating the compound growth in the Company’s basic EPS attributable to ordinary equity holders of the Company over the performance period, with reference to the disclosed EPS in the Company’s annual audited financial reports. The Board retains a discretion to adjust the EPS performance condition to ensure that participants are not penalised nor provided with a windfall benefit arising from matters outside of management’s control that affect EPS (for example, excluding one-off non-recurrent items or the impact of significant acquisitions or disposals).

    What EPS targets are required for vesting of performance rights?

    Performance rights will vest on a proportionate basis ranging from 20% to 100% of rights granted for achievement of a minimum EPS target up to a maximum EPS target. For the grant of awards, the minimum EPS target is 6% compound annual growth rate (CAGR) and the maximum EPS target is 10% CAGR.

    What happens if the performance rights do not vest? To the extent that performance hurdles are not met at the end of the three year performance period, performance will not be re-tested and the rights will lapse.

    Change of Control If in the opinion of the Board a change of control event has occurred, or is likely to occur, the Board may declare a performance right to be free of any vesting conditions and, if so, the Company must issue or transfer shares in accordance with the LTIP rules. In exercising its discretion, the Board will consider whether measurement of the vesting conditions (on a pro-rata basis) up to the date of the change of control event is appropriate in the circumstances.

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    LTIP SUMMARY

    Rights and restrictions of Performance Rights Performance Rights are not entitled to receive a dividend. Any Shares issued or transferred to a Participant upon vesting of Performance Rights are only entitled to dividends if they were issued on or before the relevant dividend entitlement date.

    The Company may impose a mandatory holding lock on the Shares or a Participant may request they be subject to a voluntary holding lock.

    Shares issued or transferred under the LTIP rank equally in all respects with other Shares on issue.

    In the event of a reconstruction of the Company (consolidation, subdivision, reduction, cancellation or return), the terms of any outstanding Performance Rights will be amended by the Board to the extent necessary to comply with the Listing Rules at the time of reconstruction.

    Any bonus issue of securities by way of capitalisation of profits, reserves or share capital account will confer on each Performance Right, the right:

    ´ to receive on exercise or vesting of those Performance Rights, not only an allotment of one Share for each of the Performance Rights exercised or vested but also an allotment of the additional Shares and/or other securities the Employee would have received had the Employee participated in that bonus issue as a holder of Shares of a number equal to the Shares that would have been allotted to the Employee had they exercised those Incentives or the Performance Rights had vested immediately before the date of the bonus issue; and

    ´ to have profits, reserves or share premium account, as the case may be, applied in paying up in full those additional Shares and/or other securities.

    Subject to a reconstruction or bonus issue, Performance Rights do not carry the right to participate in any new issue of securities including pro-rata issues.

    Performance Rights will not be quoted on ASX. The Company will apply for quotation of any Shares issued under the LTIP.

    The Remuneration and Nomination Committee considered alternative performance measures, including market-based measures, but after consideration of a variety of factors including the Group’s business objectives, the fact the Group is not a capital intensive business and the lack of a meaningful comparator group, determined that EPS was an appropriate measure. EPS aligns with the Group’s business objectives and shareholder interests, is straightforward, simple to communicate and a commonly used measure by other ASX listed companies. The appropriateness of LTI performance targets and vesting conditions will continue to be regularly reviewed by the Remuneration and Nomination Committee.

    In relation to the setting of performance target levels, the Remuneration and Nomination Committee took into account the current structure and operation of the STIP under which target performance levels are set at stretch levels.

    Directors’ Report

    Remuneration Report (continued)

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    6 Remuneration structure and performance/shareholder wealth creation

    The Group’s annual financial performance and indicators of shareholder wealth for the current financial period are listed below.

    2016 2015

    EBITDA ($m) (1) 74.6 67.4

    NPAT ($m) (1) 30.1 24.6

    Dividends paid/payable in relation to financial period (cents per share) (2) 14.0 11.5

    EPS basic (cents) (1) 32.31 26.3

    EPS basic (cents) (1) – compound growth on 2014 base 29.62% 22.5%

    EPS basic (cents) (1) – growth on 2015 base 22.2% –

    Change in share price ($) 1.63 0.40

    Short term incentive payments as % of target payments (3) 145% 150%

    (1) Represents underlying measures after adjustment for other significant items disclosed in the Group financial performance above.(2) Dividends paid/payable is inclusive of dividends declared since the end of the relevant reporting period.(3) Represents only KMP participants receiving short term incentive payments.

    Both the STIP and LTIP are subject to achievement of pre-determined performance measures linked to the above financial metrics.

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    7 Details of Key Management Personnel remuneration Details of remuneration received or receivable by the Directors and other KMP of the Group for the current financial period are set out in the following table.

    2016* SHORT TERM EMPLOYEE BENEFITS

    POST-EMPLOYMENT

    BENEFITS LONG TERM BENEFITS

    Name

    Cash salary and fees

    $Cash bonus

    $

    Non-monetary benefits

    $Other (1)

    $

    Super-annuation

    $

    Long service leave

    $

    Performance Rights

    $Total

    $

    Non-executive Directors

    Robert Kaye SC 180,000 – – – 17,100 – – 197,100

    Russell Tate (2) 95,000 – – – – – – 95,000

    Newman Manion (1) 100,000 – – 30,000 – – – 130,000

    Bronwyn Morris 105,000 – – – 9,975 – – 114,975

    480,000 – – 30,000 27,075 – – 537,075

    Executive Directors

    Graham Maxwell 638,466 487,500 12,541 – 29,167 – 344,064 1,511,738

    Kevin Perkins (3) 253,619 – 14,244 – 16,001 7,357 78,029 369,250

    892,085 487,500 26,785 – 45,168 7,357 422,093 1,880,988

    Other executive KMP

    Martin Clarke 297,611 238,289 14,518 – 26,162 8,199 60,736 645,515

    Nigel Williams 344,846 252,404 15,182 – 18,016 – 33,113 663,561

    642,457 490,693 29,700 – 44,178 8,199 93,849 1,309,076

    Total Group 2,014,542 978,193 56,485 30,000 116,421 15,556 515,942 3,727,139

    * The reporting period of 3 May 2015 to 1 May 2016 is a period representing 52 weeks, compared to the comparative reporting period 28 April 2014 to 1 May 2015 representing 53 weeks.

    (1) Other short term employee benefits relate to consulting fees paid in relation to overseeing the Group’s investment in the Snag Stand group entities. Following the end of the reporting period, the Company has increased its investment in Snag Stand to 100%. As a result of the Snag Stand group entities becoming wholly owned subsidiaries of the Company, the ongoing additional responsibilities previously held by Newman Manion in relation to his oversight of the Group’s investment in the Snag Stand group entities have ceased.

    (2) Remuneration is/was paid to a corporate entity under a Consulting Agreement with the Company for the provision of his services as a Non-executive Director. (3) Kevin Perkins remains actively involved as an Executive Director overseeing the Sizzler Asia business.

    Directors’ Report

    Remuneration Report (continued)

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    Details of remuneration received or receivable by the Directors and other KMP of the Group for the previous financial period are set out in the following table.

    2015* SHORT TERM EMPLOYEE BENEFITS

    POST-EMPLOYMENT

    BENEFITS LONG TERM BENEFITS

    Name

    Cash salary and fees

    $Cash bonus

    $

    Non-monetary benefits

    $Other (1)

    $

    Super-annuation

    $

    Long service leave

    $

    Performance Rights

    $Total

    $

    Non-executive Directors

    Robert Kaye SC (2) 63,692 – – – 5,722 – – 69,414

    Russell Tate (2) (3) 166,154 – – – – – – 166,154

    Newman Manion (1) (3) 100,000 – – 30,000 – – – 130,000

    Bronwyn Morris 107,019 – – – 9,935 – – 116,954

    Stephen Copulos (3) (6) 38,571 – – – – – – 38,571

    475,436 – – 30,000 15,657 – – 521,093

    Executive Directors

    Graham Maxwell (4) 592,032 483,904 12,510 – 36,111 – 195,374 1,319,931

    Kevin Perkins (5) 427,339 362,414 13,200 – 72,276 12,685 46,818 934,732

    1,019,371 846,318 25,710 – 108,387 12,685 242,192 2,254,663

    Other executive KMP

    Martin Clarke 292,674 274,592 12,951 – 33,191 32,777 26,507 672,692

    John Hands 303,601 156,303 9,690 – 24,732 5,975 16,728 517,029

    596,275 430,895 22,641 – 57,923 38,752 43,235 1,189,721

    Total Group 2,091,082 1,277,213 48,351 30,000 181,967 51,437 285,427 3,965,477

    * The reporting period of 28 April 2014 to 3 May 2015 is a period representing 53 weeks, compared to the comparative reporting period 29 April 2013 to 27 April 2014 representing 52 weeks.

    (1) Other short term employee benefits relate to consulting fees paid in relation to overseeing the Group’s investment in the Snag Stand group entities.(2) Russell Tate retired as Chairman and Robert Kaye SC assumed the role of Independent Non-executive Chairman with effect from 25 March 2015. Mr Tate

    continues as an Independent Non-executive Director and member of the Audit and Risk Committee, and Remuneration and Nomination Committee. (3) Remuneration is/was paid to a corporate entity under a Consulting Agreement with the Company for the provision of his services as a Non-executive Director. (4) Remuneration paid to Graham Maxwell reflects his role as Group CFO and Chief Operating Officer for the period 28 April 2014 to 28 September 2014 and his

    role as Managing Director & CEO for the period 29 September 2014 to 3 May 2015.(5) Remuneration paid to Kevin Perkins reflects his role as Managing Director & CEO for the period 28 April 2014 to 28 September 2014 and his role as

    Executive Director for the period 29 September 2014 to 3 May 2015.(6) Remuneration was paid to Stephen Copulos until the date of his resignation as a Director of the Company on 1 October 2014.F

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    8 Key Management Personnel service agreementsKey details of the service agreements of Graham Maxwell, Managing Director & CEO, and Kevin Perkins, Executive Director are as follows:

    ´ agreement has effect and executive’s employment under their respective service agreement will continue until terminated in accordance with the agreement (12 months’ notice is required by either party or payment in lieu of notice in the case of the Company for Graham Maxwell, and three months’ notice is required by either party or payment in lieu of notice in the case of the Company for Kevin Perkins); and

    ´ includes a restraint of trade period of 12 months for both Graham Maxwell and Kevin Perkins, excluding Sizzler, USA in the case of Kevin Perkins.

    Key details of service agreements of any other person who was a KMP of the Group during the period are set out below. No agreements provide for any termination payments, other than payment in lieu of notice.

    MINIMUM NOTICE PERIOD (MONTHS)

    Name Position Contract durationTermination by

    ExecutiveTermination by

    Group (1)

    Martin Clarke Chief Executive Officer – KFC Ongoing 1 3

    Nigel Williams Group Chief Financial Officer Ongoing 3 3

    (1) Provision is also made for the Group to be able to terminate these agreements on three months’ notice in certain circumstances of serious ill health or incapacity of the executive.

    9 Details of share based compensationPERFORMANCE RIGHTSFor each Performance Right included in the tables on pages 22 and 23, the percentage of the available Performance Right that was paid, or that vested, the reporting period, and the percentage that was forfeited because the person did not meet the service and performance criteria, is set out below. The minimum value of the Performance Rights yet to vest is nil, as the Performance Rights will be forfeited if the KMP fail to satisfy the vesting conditions (see pages 19 and 20). The maximum value of the Performance Rights yet to vest has been determined as the amount of the grant date fair value of the Performance Rights that is yet to be expensed.

    NAMECURRENT YEAR LTI

    ENTITLEMENT PERFORMANCE RIGHTS

    Awarded Forfeited

    Financial Year

    grantedNo.

    granted

    Value per share

    $Vested

    %Vested

    number Forfeited

    Financial years in

    which rights may

    vest

    Max value yet to vest

    $

    Kevin Perkins 100% – 2014 103,859 1.50 – – – 2017 –

    Graham Maxwell 100% – 2014 356,088 1.50 – – – 2017 –

    100% – 2015 92,301 1.89 – – – 2018 46,473

    100% – 2016 33,316 2.77 – – – 2019 36,884

    Martin Clarke 100% – 2014 35,608 1.50 – – – 2017 –

    100% – 2015 27,690 1.89 – – – 2018 13,942

    100% – 2016 20,009 4.14 – – – 2019 33,112

    Nigel Williams 100% – 2016 40,019 4.14 -– – – 2019 66,226

    Directors’ Report

    Remuneration Report (continued)

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    10 Equity instruments held by Key Management PersonnelSHAREHOLDINGSThe numbers of shares in the Company held during the financial period by the Directors of the Company and the KMP of the Group, including their personally related parties, are set out below. There were no shares, other than Performance Rights, granted during the reporting period as compensation or as a result of exercise of options or rights.

    ORDINARY SHARES

    BALANCE AT START OF

    PERIOD

    CHANGES DURING THE

    PERIOD

    BALANCE AT END OF

    PERIOD

    2016

    Directors

    Robert Kaye SC – 10,000 10,000

    Graham Maxwell – – –

    Kevin Perkins 7,340,833 7,340,833

    Newman Manion 20,001 – 20,001

    Bronwyn Morris 5,001 – 5,001

    Russell Tate 20,001 – 20,001

    Other KMP

    Martin Clarke 126,262 – 126,262

    Nigel Williams – – –2015

    Directors

    Robert Kaye SC – – –

    Graham Maxwell – – –

    Kevin Perkins 7,340,833 – 7,340,833

    Newman Manion 20,001 – 20,001

    Bronwyn Morris 5,001 – 5,001

    Russell Tate 20,001 – 20,001

    Other KMP

    Martin Clarke 126,262 – 126,262

    John Hands 210,409 – 210,409

    PERFORMANCE RIGHTS

    BALANCE AT START OF REPORTING

    PERIODGRANTED AS

    COMPENSATION

    BALANCE AT END OF

    REPORTING PERIOD VESTED UNVESTED

    2016

    Graham Maxwell 448,389 33,316 481,705 – 481,705

    Kevin Perkins 103,859 – 103,859 – 103,859

    Martin Clarke 63,298 20,009 83,307 – 83,307

    Nigel Williams (1) – 40,019 40,019 – 40,0192015

    Graham Maxwell 356,088 92,301 448,389 – 448,389

    Kevin Perkins 103,859 – 103,859 – 103,859

    Martin Clarke 35,608 27,690 63,298 – 63,298

    John Hands 23,739 15,961 39,700 – 39,700

    (1) Nigel Williams commenced employment with the Company on 18 May 2015.

    For further information on Performance Rights refer Note D2.

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    PERFORMANCE RIGHTSPerformance Rights of Collins Foods Limited issued at the date of this report are as follows:

    Date performance rights granted Expiry date

    Exercise price of Performance

    Rights

    Number of Performance

    Rights granted

    18 September 2013 (1) 25 July 2016 Nil 103,859

    1 October 2013 (1) 25 July 2016 Nil 427,304

    13 November 2014 (1) 26 July 2017 Nil 149,797

    1 October 2015 (1) 24 July 2018 Nil 33,316

    22 December 2015 (1) 24 July 2018 Nil 89,272

    803,548

    (1) Included in these Performance Rights were Performance Rights granted as remuneration to the Executive Directors and the five most highly remunerated officers during the reporting period. Details of Performance Rights granted to KMP are disclosed on page 15.

    In addition, the following Performance Rights were granted to officers who were among the five highest remunerated officers of the company and the Group, but are not KMP and hence not disclosed in the Remuneration Report:

    Name of officer Date granted

    Exercise price of Performance

    Rights

    Number of Performance

    Rights granted

    David Nash 1 October 2013 Nil 11,869

    13 November 2014 Nil 13,845

    22 December 2015 Nil 9,235

    John Hands 1 October 2013 Nil 23,739

    13 November 2014 Nil 15,961

    22 December 2015 Nil 10,774

    No Performance Rights were granted to the Directors or any of the five highest remunerated officers of the Company since the end of the financial year.

    11 Loans to Key Management PersonnelAs of the end of the reporting period, there were no loans with Directors, Director-related entities or other KMP. As of the end of the prior reporting period, there were no loans with Directors, Director-related entities or other KMP.

    Remuneration Report (continued)

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    12 Other transactions with Key Management PersonnelDirectors and other KMP of the Group, and their personally related entities, may purchase goods from the Company or its controlled entities from time to time. These transactions are made using terms available to other employees of the Group and customers generally.

    INDEMNIFICATION AND INSURANCE OF OFFICERSThe Company’s Constitution provides that it must in the case of a person who is or has been a Director or Secretary of the Group, and may in the case of an officer of the Company, indemnify them against liabilities incurred (whilst acting as such officers) and the legal costs of that person to the extent permitted by law. During the period, the Company has entered into a Deed of Indemnity, Insurance and Access with each of the Company’s Directors, Group CFO, CFO Australia and Company Secretary.

    No Director or officer of the Company has received benefits under an indemnity from the Company during or since the end of the period.

    The Company has paid a premium for insurance for officers of the Group. The cover provided by the insurance contract is customary for this type of insurance policy. Details of the nature of the liabilities covered or the amount of the premium paid in respect of this insurance contract are not disclosed as such disclosure is prohibited under the insurance contract.

    PROCEEDINGS ON BEHALF OF THE COMPANYNo proceedings have been brought or intervened in on behalf of the Company with leave of the Court under section 237 of the Corporations Act 2001.

    Non-audit services During the period, the Company’s Auditor (PricewaterhouseCoopers) performed other services in addition to its audit responsibilities. Whilst their main role is to provide external audit services to the Company, the Company does employ their specialist advice where appropriate.

    The Board of Directors has considered the position and, in accordance with advice received from the Audit and Risk Committee, is satisfied that the provision of the non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The Directors are satisfied that the provision of non-audit services by the auditor, as set out below, did not compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons:

    ´ all non-audit services have been reviewed by the Audit and Risk Committee to ensure they do not impact the impartiality and objectivity of the auditor; and

    ´ none of the services undermine the general principles relating to auditor independence, including not reviewing or auditing the auditor’s own work, not acting in a management or a decision making capacity for the Company, not acting as advocate for the Company, or not jointly sharing economic risk or rewards.

    During the period the following fees were paid or payable for non-audit services provided by the auditor of the parent entity, its related practices and non-related audit firms:

    2016 $

    2015 $

    Other assurance services

    PricewaterhouseCoopers Australian firm

    Store sales certificates 10,716 10,506

    Agreed upon procedures for covenant calculations 21,032 20,620

    Network firms of PricewaterhouseCoopers Australia

    Total remuneration for assurance services 31,748 31,126

    Taxation services

    PricewaterhouseCoopers Australian firm

    Tax compliance services, including review of company tax returns 36,000 31,000

    Tax advice and consulting – 24,750

    Network firms of PricewaterhouseCoopers Australia

    Tax compliance services, including review of company tax returns 4,378 4,793

    Total remuneration for taxation services 40,378 60,543

    Total remuneration for non-audit services 72,126 91,669

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    Auditor’s Independence DeclarationA copy of the Auditor’s Independence Declaration as required under section 307C of the Corporations Act 2001 is set out on page 29.

    ROUNDING OF AMOUNTSThe Company is of a kind referred to in Class Order 98/100, issued by the Australian Securities and Investments Commission, relating to the “rounding off” of amounts in the Directors’ Report. Amounts in the Directors’ Report have been rounded off in accordance with that Class Order to the nearest thousand dollars, or in certain cases, to the nearest dollar.

    AUDITORPricewaterhouseCoopers continues in office in accordance with section 327 of the Corporations Act 2001.

    This report is made in accordance with a resolution of Directors.

    Robert Kaye SC Chairman

    Brisbane 28 June 2016

    Remuneration Report (continued)

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    Auditor’s Independence Declaration

    PricewaterhouseCoopers, ABN 52 780 433 757Riverside Centre, 123 Eagle Street, BRISBANE QLD 4000, GPO Box 150, BRISBANE QLD 4001T: +61 7 3257 5000, F: +61 7 3257 5999, www.pwc.com.au

    Liability limited by a scheme approved under Professional Standards Legislation. 22

    Auditor’s Independence Declaration

    As lead auditor for the audit of Collins Foods Limited for the period ended 1 May 2016, I declare thatto the best of my knowledge and belief, there have been:

    1. no contraventions of the auditor independence requirements of the Corporations Act 2001 inrelation to the audit; and

    2. no contraventions of any applicable code of professional conduct in relation to the audit.

    This declaration is in respect of Collins Foods Limited and the entities it controlled during the period.

    Kim Challenor BrisbanePartnerPricewaterhouseCoopers

    28 June 2016

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    Consolidated Income StatementFor the reporting period ended 1 May 2016

    Note2016 $000

    2015 $000

    Revenue A2 574,284 571,593

    Cost of sales (270,943) (272,955)

    Gross profit 303,341 298,638

    Selling, marketing and royalty expenses (1) (118,217) (117,937)

    Occupancy expenses (1) (45,264) (47,171)

    Restaurant related expenses (1) (53,721) (56,170)

    Administration expenses (1) (33,115) (39,701)

    Other expenses (1) (2) (5,323) (31,753)

    Other income (3) A2 3,111 943

    Profit from continuing operations before finance income, finance costs and income tax (EBIT) 50,812 6,849

    Finance income A3 746 602

    Finance costs A3 (8,949) (9,081)

    Share of net loss of joint ventures accounted for using the equity method (381) (868)

    Profit/(loss) from continuing operations before income tax 42,228 (2,498)

    Income tax expense F9(a) (13,113) (7,862)

    Profit/(loss) from continuing operations 29,115 (10,360)

    Net profit/(loss) attributable to members of Collins Foods Limited 29,115 (10,360)

    Basic earnings per share F2 31.31 cps (11.14) cps

    Diluted earnings per share F2 31.06 cps (11.14) cps

    Weighted average basic ordinary shares outstanding F2 93,000,003 93,000,003

    Weighted average diluted ordinary shares outstanding F2 93,732,586 93,000,003 (4)

    (1) Impairment charges included in expenses are as follows: selling marketing expenses $21,000, occupancy expenses $537,000, restaurant related expenses $750,000 (2015: selling marketing expenses $140,000, occupancy expenses $2,472,000, restaurant related expenses $2,236,000, administration expenses $6,279,000 and other expenses $27,146,000).

    (2) Other expenses in the 2016 reporting period include a charge for an onerous lease of $1,250,000 and restaurant smallwares write-off of $740,000. (3) Other income in the 2016 reporting period includes a gain on disposal of land and building of $1,746,000.(4) Shares attached to performance rights granted to employees are not considered to be potential ordinary shares, as including such securities in the calculation

    would result in a decreased loss per share therefore being anti-dilutive. Hence the diluted earnings per share is equal to the basic earnings per share.

    The above Consolidated Income Statement should be read in conjunction with the accompanying Notes.

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    Consolidated Statement of Comprehensive IncomeFor the reporting period ended 1 May 2016

    Note2016 $000

    2015 $000

    Net profit/(loss) attributable to members of Collins Foods Limited 29,115 (10,360)

    Items that may be reclassified to profit or loss

    Other comprehensive income/(expense):

    Exchange difference upon translation of foreign operations F8 185 2,404

    Cash flow hedges F8 211 (3,132)

    Income tax relating to components of other comprehensive income F9 (64) 939

    Other comprehensive income for the reporting period, net of tax 332 211

    Total comprehensive income/(expense) for the reporting period 29,447 (10,149)

    Total comprehensive income/(expense) for the reporting period is attributable to:

    Owners of the parent 29,447 (10,149)

    The above Consolidated Statement of Comprehensive Income should be read in conjunction with the accompanying Notes.

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    Consolidated Balance SheetAs at 1 May 2016

    Note2016 $000

    2015 $000

    Current assets

    Cash and cash equivalents B1 52,464 42,234

    Receivables F3 9,008 6,232

    Inventories 4,398 4,657

    Total current assets 65,870 53,123

    Non-current assets

    Property, plant and equipment F4 88,000 79,477

    Intangible assets, net F5 247,952 248,400

    Deferred tax assets, net F9(b) 25,234 24,840

    Receivables F3 11 1,493

    Investments accounted for using the equity method 1,243 1,613

    Total non-current assets 362,440 355,823

    Total assets 428,310 408,946

    Current liabilities

    Trade and other payables F6 58,035 56,466

    Current tax liabilities 4,131 3,638

    Derivative financial instruments C3 1,726 1,873

    Provisions F7 4,541 4,613

    Total current liabilities 68,433 66,590

    Non-current liabilities

    Borrowings C2 164,240 164,551

    Derivative financial instruments C3 2,705 2,762

    Provisions F7 3,235 3,754

    Total non-current liabilities 170,180 171,067

    Total liabilities 238,613 237,657

    Net assets 189,697 171,289

    Equity

    Contributed equity D3 182,098 182,098

    Reserves F8 2,364 1,446

    Retained earnings/(Accumulated losses) 5,235 (12,255)

    Total equity 189,697 171,289

    The above Consolidated Balance Sheet should be read in conjunction with the accompanying Notes.

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    Consolidated Statement of Cash FlowsFor the reporting period ended 1 May 2016

    Note2016 $000

    2015 $000

    Cash flows from operating activities:

    Receipts from customers 630,571 627,516